MINUTES OF THE EXTRAORDINARY SHAREHOLDERS MEETING HELD ON OCTOBER 29, 2010.

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1 ANHANGUERA EDUCACIONAL PARTICIPAÇÕES S.A. Corporate Taxpayer s ID (CNPJ/MF): / Corporate Registry (NIRE): / Publicly Held Company MINUTES OF THE EXTRAORDINARY SHAREHOLDERS MEETING HELD ON OCTOBER 29, Date, time and venue: October 29, 2010, at 10:00 a.m., at the headquarters of Anhanguera Educacional Participações S.A., located at Alameda Maria Tereza, 2000, Sala 06, in the city of Valinhos, state of São Paulo. 2. Call Notice: The call notice was published in the Diário Oficial do Estado de São Paulo on October 14, 15 and 16 and in Valor Econômico newspaper on October 14, 15 and 18, Attendance: Shareholders representing over two-thirds of the Company s voting capital, in accordance with the signatures registered in the Shareholders Attendance Book. Also present, pursuant to the Law, were Mr. José Augusto Gonçalves de Araujo Teixeira, the Company s Investor Relations Officer, and Mr. Wagner Mar, a member of the Company s Fiscal Council. 4. Presiding: Chairman: Luiz Otavio Reis de Magalhães; Secretary: Mauro Eduardo Guizeline. 5. Agenda: To resolve on the following: (i) the listing of the Company on the special corporate governance segment of the BM&FBOVESPA S.A. Securities, Commodities and Futures Exchange, known as the Novo Mercado; (ii) if the resolution in item (i) above is approved, the conversion of all of the Company s preferred shares into common shares, in the ratio of one (1) common share for every one (1) preferred share, and the consequent elimination of all Units representing the Company s shares; (iii) the grouping of the Company s common shares, in the ratio of seven (7) existing shares for every one (1) new share, in order to maintain trading in the Company s shares on the stock market; (iv) once the previous resolutions are approved, amendment of the Company s Bylaws in order to adapt them to the regulations of the BM&FBOVESPA s Novo Mercado; and (v) considering the Company s listing on the BM&FBOVESPA s Novo Mercado, to ratify the election of the current members of the Board of Directors and extend their respective terms of office until the Shareholders Meeting to approve the Company s financial statements for the fiscal year ended December 31, 2012.

2 6. Reading of Documents, Reception of Votes and Drawing Up of Minutes: 6.1. The reading of the documents related to the matters to be resolved on at the Extraordinary Preferred Shareholders Meeting was waived, as the documents in question were known, in their entirety, to all shareholders present The declarations of all votes, protests and dissenting votes were numbered, received and authenticated by the presiding board and filed at the Company s headquarters, pursuant to items a and b of paragraph 1 of Article 130 of Law 6404/ Authorization was given for the drawing up of these minutes in summary format and their publication with the omission of all preferred shareholders signatures, in accordance with paragraphs 1 and 2 of Article 130 of Law 6404/76, respectively. 7. Resolutions: After discussion of the matters on the agenda, the following resolutions were taken: 7.1. Unanimous approval of the Company s listing on the special trading segment of the BM&FBOVESPA, known as the Novo Mercado ( Novo Mercado ) Unanimous approval, as a result of the resolution in item 7.1 above and considering that the rules of the Novo Mercado state that the capital stock of any Company adhering to same must be represented by common shares only, of the conversion of all of the Company s stock into common shares, in the ratio of one (1) common share for every (1) preferred share, including those shares comprising the share depositary certificates issued by the Company ( Units ), and the consequent elimination of said Units; 7.3. Unanimous approval, after the aforementioned conversion, of the grouping of the Company s common shares, in the ratio of seven (7) existing shares for every one (1) new share; 7.4. Unanimous approval, as a result of the aforementioned resolutions, of the amendment of the Company s Bylaws, in order to adapt them to the regulations of the BM&FBOVESPA s Novo Mercado, the new wording of which will constitute Annex I of these minutes; 7.5. Majority approval, as a result of the Company s listing on the New Market, of the election of the current members of the Company s Board of Directors and the extension of their respective terms of office until the Shareholders Meeting to approve the financial statements for the fiscal year ended December 31, 2012, as follows: (a) Alexandre Teixeira de Assumpção Saigh, Brazilian citizen, married, business administrator, bearer of identification document (RG) (SSP/SP), inscribed in the roll of individual

3 taxpayers (CPF/MF) under no , resident and domiciled in the city and state of São Paulo, with offices at Avenida Brigadeiro Faria Lima, nº 2.055, 7º andar, as Chairman of the Board of Directors; (b) Luiz Otavio Reis de Magalhães, Brazilian citizen, married, business administrator, bearer of identification document (RG) (SSP/SP), inscribed in the roll of individual taxpayers (CPF/MF) under no , resident and domiciled in the city and state of São Paulo, with offices at Avenida Brigadeiro Faria Lima, nº 2.055, 7º andar, as Vice-Chairman of the Board of Directors; (c) Otavio Lopes Castello Branco Neto, Brazilian citizen, married, engineer, bearer of identification document (RG) X (SSP/SP), inscribed in the roll of individual taxpayers (CPF/MF) under no , resident and domiciled in the city and state of São Paulo, with offices at Avenida Brigadeiro Faria Lima, nº 2.055, 7º andar; (d) Antonio Carlos de Freitas Valle, Brazilian citizen, married, entrepreneur, bearer of identification document (RG) (SSP/SP), inscribed in the roll of individual taxpayers (CPF/MF) under no , resident and domiciled in the city and state of São Paulo, with offices at Avenida Brigadeiro Faria Lima, nº 2.277, 16º andar, Jardim Paulistano; (e) Angela Regina Rodrigues de Paula Freitas, Brazilian citizen, married, architect, bearer of identification document (RG) (SSP/SP), inscribed in the roll of individual taxpayers (CPF/MF) under no , resident and domiciled in the city and state of São Paulo, with offices at Rua Casa do Ator, nº 99, Vila Olímpia; (f) Olimpio Matarazzo Neto, Brazilian citizen, married, business administrator, bearer of identification document (RG) (SSP/SP), inscribed in the roll of individual taxpayers (CPF/MF) under no , resident and domiciled in the city and state of São Paulo, with offices at Avenida Brigadeiro Faria Lima, nº 2.055, 7º andar; and (g) Sergio Vicente Bicicchi, Brazilian citizen, divorced, business administrator, bearer of identification document (RG) (SSP/SP), inscribed in the roll of individual taxpayers (CPF/MF) under number , resident and domiciled in the city and state of São Paulo, with offices at Avenida Angélica, nº 1.832, 2º andar. Mr. Sergio Vicenti Bicicchi as an independent member of the Board of Directors, in accordance with the definition of the listing regulations of the BM&FBOVESPA s Novo Mercado To register in the minutes that: (a) the effectiveness of the resolutions in items 7.1 to 7.5 above is subject to: (i) ratification, by the Extraordinary Preferred Shareholders Meeting, of the conversion of preferred stock into common stock as per item 7.2 above; and (ii) the signing of any and all instruments and the execution of any and all acts by the Company to enable its listing on the Novo Mercado, which will only occur after the end of the period for the exercise of withdrawal rights that all preferred shareholders will be entitled to as item 7.2 above; b) shareholders registered as such on October 13, 2010, who held less than seven (7) of the Company s shares, independently of their type, will have thirty (30) days as of the date of

4 the Notice to Shareholders to be disclosed by management at the end of the period for the exercise of withdrawal rights (and for an eventual proposal to reconsider management s decision, if the case), to assert their right, through written notification to the Company, to receive as many shares as necessary (up to a maximum of six (6) shares) to continue as holders of one (1) common share after the share grouping. The shares will be donated by the controlling shareholders or by persons indicated thereby; c) shareholders holding more than six (6) of the Company s shares, but in any amount that is not a multiple of seven (7) thereby resulting in fractions of shares after the grouping will have the same period of thirty (30) days as mentioned above to transfer fractions of shares among themselves in order to compose full shares after the grouping. At the end of the aforementioned period of thirty days, the Company will sell the shares resulting from the grouping of fractions in both cases on the stock market, dividing the product of the sale proportionally among the holders of the fractions and crediting said shareholders bank accounts, the details of which having been supplied to the Company. Amounts due to shareholders who have not provided the Company with up-to-date banking information will be held in deposit by the Company at the disposal of said shareholders; and (d) the Company s management, represented by its Bylaws, is authorized to execute any and all actions and sign any and all documents necessary to implement and formalize the resolutions taken by this Extraordinary Shareholders Meeting. 8. Approval and Closure: There being no further business to discuss, these minutes were drawn up, read, approved and signed by the Chairman, Secretary and shareholders representing the majority necessary for the resolutions taken by the Shareholders Meeting. Signatures: Luiz Otavio Reis de Magalhães, Chairman; Mauro Eduardo Guizeline, Secretary; PUBLIC EMPLOYEE RETIREMENT SYSTEM OF IDAHO, STATE STREET EMERGING MARKETS, CAISSE DE DEPOT ET PLACEMENT DU QUEBEC, NATIONAL ELEVATOR INDUSTRY PENSION PLAN, BLACKROCK LATIN AMERICA FUND, INC, RAYTHEON COMPANY MASTER TRUST, THE PENSION RESERVES INVESTMENT MANAGEMENT BOARD, THE MARSICO INTERNATIONAL OPPORTUNITIES FUND, THE MASTER TRUST BANK OF JAPAN, LTD. AS TRUSTEE OF MTBC , THE MONETARY AUTHORITY OF SINGAPORE, KANSAS PUBLIC EMPLOYEES RETIREMENT SYSTEM, THE EMM UMBRELLA FUNDS, RUSSEL INVESTMENT COMPANY PUBLIC LIMITED COMPANY, HARBOR INTERNATIONAL GROWTH FUND, UNITED AIR LINES, INC. PILOTS DIRECTED ACCOUNT PLAN TRUST, HARBOR CAPITAL GROUP TRUST FOR DEFINED BENEFIT PLANS, TELCORDIA TECHNOLOGIES PENSION PLAN, TEACHER RETIREMENT SYSTEM OF TEXAS, CHINATRUST COMMERCIAL BANK AS MASTER CUSTODIAN FOR ALLIANZ GLOBAL INV GLOBAL EMERGING MARKETS FUND, JOHN HANCOCK TRUST INTERNATIONAL OPPORTUNITIES TRUST, ING MARSICO INTERNATIONAL OPPORTUNITIES PORTFOLIO, ING BEWAAR MAATSCHAPPIJ I B.V., NEWTON INVESTMENT MANAGEMENT NOMINEES LIMITED, COLUMBIA MARSICO

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